All Proposed Resolutions Adopted at TomTom`s EGM
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SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR IN ANY
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AMSTERDAM--(Business Wire)--
In its press release of 14 June 2009, TomTom N.V. ("TomTom") announced its
intention to raise €430 million in a fully committed/underwritten equity
offering (the "Equity Offering"), consisting of a €359 million rights offering
(the "Rights Offering") and a €71 million private placement (the "Private
Placement"). In its press release of earlier today, TomTom announced the
principal terms of its 5 for 8 Rights Offering and its intention to launch the
Rights Offering subject, inter alia, to adoption of the necessary resolutions at
the Extraordinary General Meeting ("EGM") of today and approval of the
prospectus.
Further to these press releases, TomTom announces that during the EGM, all of
the proposals to the general meeting of shareholders were adopted. Consequently:
1. TomTom`s Management Board is authorised, subject to approval of TomTom`s
Supervisory Board, to decide upon an issue of 11,603,031 ordinary shares,
provided that this authorisation can only be used to issue ordinary shares as
required to raise (approximately) €71 million equity under the Private
Placement.
2. TomTom`s articles of association will be amended to increase the authorised
share capital to €180,000,000, divided into 600,000,000 ordinary shares each
with a nominal value of €0.20 and 300,000,000 preferred shares each with a
nominal value of €0.20.
3. TomTom`s Management Board is authorised, subject to approval of TomTom`s
Supervisory Board, to decide upon the issue of ordinary shares and/or to grant
rights to subscribe for ordinary shares up to the maximum of the authorised
share capital relating to ordinary shares as it will read after the amendment of
our articles of association as set out in par. 2, above, provided that this
authorisation can only be used to issue such a number of ordinary shares and
SETs as required to raise (approximately) €359 million equity under the Rights
Offering. TomTom's Management Board is furthermore authorized, subject to the
approval of TomTom's Supervisory Board, to limit or exclude pre-emptive rights
of existing shareholders in connection with such issuance or grant.
4. TomTom`s Management Board is authorised, subject to the approval of TomTom`s
Supervisory Board, to acquire the ordinary shares which will be issued by
TomTom`s Management Board under the authorisation as set out in par. 1, above,
in connection with the Private Placement for a price per ordinary share with a
minimum equal to the nominal value of such ordinary shares and a maximum equal
to the issue price. The authorisation has been granted for a period of three
months, therefore ending on 30 September 2009.
5. Mr J.E. Tjaden has been appointed as a member of TomTom`s Supervisory Board
under the condition precedent (opschortende voorwaarde) of the closing of the
Rights Offering and for a period of four years, subject to the rotation schedule
to be set by TomTom`s Supervisory Board.
6. TomTom`s general meeting of shareholders confirmed that it will not use its
authority within the meaning of article 2:146 Dutch Civil Code to appoint a
person other than the members of TomTom`s Management Board in relation to any
and all transactions entered into or to be entered into concerning the Equity
Offering thereby confirming the authority of any two members of TomTom`s
Management Board to represent or have represented TomTom in any and all matters
in relation to the Equity Offering.
7. TomTom`s articles of association will be amended to provide that the increase
to EURIBOR for the determination of the dividend entitlement of the preferred
shares may be determined by TomTom`s Management Board with the approval of
TomTom`s Supervisory Board, in line with market conditions with a margin between
150 basis points (1.5%) and 500 basis points (5%) the extent of which increase
is to be determined upon the first issue of such preferred shares.
Further information in relation to the proposed Equity Offering will be made as
soon as practically possible.
TomTom's ordinary shares are listed at Euronext Amsterdam in the Netherlands
ISIN: NL0000387058 / Symbol: TOM2
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About TomTom
TomTom is a leading provider of navigation solutions and digital maps. In the
five years from the launch of its first personal navigation device ("PND") in
early 2004, close to 30 million people around the world have purchased a TomTom
PND, and over 45 million PNDs were powered by Tele Atlas digital maps. In
addition to producing PNDs, TomTom develops navigation systems and services for
car manufacturers, offers professional navigation solutions for commercial
vehicle fleets, and produces and sells digital maps and dynamic content. TomTom
believes that this range of products and services uniquely positions it to
deliver navigational products and services to a wide variety of different
customer groups.
---
This document does not constitute an offer to sell, or the solicitation of an
offer to acquire or subscribe for, securities of TomTom in the United States,
Australia, Canada, Japan, their territories and possessions, or any other
jurisdiction in which such offer or sale of securities would be unlawful.
The securities of TomTom have not been and will not be registered under the US
Securities Act of 1933, as amended (the "Securities Act"). Accordingly, the
securities of TomTom may not be offered or sold in the United States absent
registration or an applicable exemption from registration under the Securities
Act. No public offering of the securities of TomTom is being made in the United
States.
No communication or information relating to any offer or sale of securities of
TomTom may be disseminated to the public in jurisdictions where prior
registration or approval is required for that purpose. No action will be taken
that would permit an offer of securities of TomTom in any jurisdiction where
action for that purpose is required, other than in The Netherlands.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or
distributed, should inform themselves about, and observe such restrictions.
This announcement does not constitute a prospectus. Any offer to acquire
securities pursuant to a proposed offering will be made, and any investor should
make his investment, solely on the basis of information that will be contained
in the prospectus to be made generally available in The Netherlands in
connection with such offering. When made generally available, copies of the
prospectus may be obtained at no cost through the website of Euronext Amsterdam
N.V. (Dutch residents only) and the website of TomTom.
This communication is directed only at (i) persons outside the United Kingdom,
subject to applicable laws, or (ii) within the United Kingdom, persons having
professional experience in matters relating to investments who fall within the
definition of "investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) within
the United Kingdom, high net worth companies, unincorporated associations and
partnerships and trustees of high value trusts as described in Article 49(2) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Any investment or investment activity to which this communication relates is
available only to and will be engaged in only with such persons. Persons within
the United Kingdom who receive this communication (other than persons falling
within (ii) and (iii) above) should not rely on or act upon this communication.
This document contains certain forward-looking statements relating to the
business, financial performance and results of TomTom and the industry in which
it operates. These statements are based on TomTom`s current plans, estimates and
projections, as well as its expectations of external conditions and events. In
particular the words "expect", "anticipate", "estimate", "may", "should",
"believe" and similar expressions are intended to identify forward looking
statements. Forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those in the
forward-looking statements. These include, but are not limited to: the level of
consumer acceptance of existing and new and upgraded products and services; the
growth of overall market demand for TomTom`s products or for personal navigation
products generally; TomTom`s ability to sustain and effectively manage its
recent rapid growth; and TomTom`s relationship with third party suppliers, and
its ability to accurately forecast the volume and timing of sales. Additional
factors could cause future results to differ materially from those in the
forward-looking.
Further information can be obtained through our Contact for the Financial
Community:
Richard Piekaar
+31 20 757 5194
ir@tomtom.com
Copyright Business Wire 2009
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